Master Services Agreement

1. Services; Statements of Work

1.1 Services. Legible will provide the consulting, advisory, training, enablement, and related professional services (the “Services”) described in one or more statements of work executed by both Parties that reference this Agreement (each, a “Statement of Work” or “SOW”). Each SOW will describe the Services, any Deliverables (as defined in Section 5.2), the permitted use of those Deliverables, fees, the schedule, and any assumptions or Client dependencies applicable to the engagement.

1.2 Order of Precedence. Each SOW is governed by and incorporates this Agreement. This Agreement controls over any conflicting term in an SOW, except that an SOW may modify this Agreement solely for that SOW and only by express reference to the specific section of this Agreement being modified. Preprinted or standard terms on any purchase order, invoice, or similar document are of no effect, even if signed or acknowledged.

1.3 Changes. Either Party may propose a change to an SOW. No change to the Services, Deliverables, fees, or schedule is binding unless documented in a written change order or amended SOW signed by both Parties.

1.4 Client Responsibilities. Client will provide, in a timely manner, the information, materials, decisions, approvals, and access to personnel and systems reasonably required for Legible to perform the Services, and is responsible for the accuracy and completeness of the materials it provides. Legible is excused from any failure or delay in performance to the extent caused by Client’s failure to fulfill its responsibilities under this Section 1.4 or the applicable SOW.

1.5 Personnel; Subcontractors. Legible will determine the personnel, methods, and resources used to perform the Services. Legible may engage qualified subcontractors to perform portions of the Services, provided that Legible remains responsible for the performance of the Services and for its subcontractors’ compliance with the confidentiality obligations of this Agreement.

1.6 Updates to this Agreement. This Agreement is published by Legible at https://legible.co/master-services-agreement and identified by its “Last Updated” date. The form of this Agreement published as of the effective date of an SOW governs that SOW for its full term, including any renewal expressly provided for in that SOW. Legible’s publication of an updated form of this Agreement does not modify any SOW then in effect. As applied to any executed SOW, this Agreement may be modified only by a written amendment signed by both Parties, and no updated published form applies to that SOW unless the Parties agree in a signed writing.

2. Fees, Expenses, and Payment

2.1 Fees. Client will pay the fees set forth in each SOW. Except as expressly stated in an SOW, fees are firm and are not contingent on any business outcome, and are payable regardless of Client’s use of any Deliverable. An SOW may designate any fee, deposit, setup fee, retainer, minimum commitment, or milestone payment as non-cancellable, non-refundable, earned on signing, or payable on a specified schedule, and any such designation controls notwithstanding Section 3.2.

2.2 Expenses. Client will reimburse Legible for reasonable, pre-approved out-of-pocket expenses incurred in performing the Services, including travel expenses for any on-site work, at cost and without markup, invoiced with reasonable supporting documentation.

2.3 Invoicing and Payment. Unless the applicable SOW states otherwise, recurring fees are invoiced monthly in advance and fixed fees are invoiced per the payment schedule in the SOW. Invoices are due within 15 days of the invoice date. Undisputed amounts not paid when due accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less, and Legible may suspend performance on ten (10) days’ written notice until overdue undisputed amounts are paid. Client will notify Legible of any good-faith invoice dispute within fifteen (15) days of the invoice date and the Parties will work promptly and in good faith to resolve it; Client will pay all undisputed portions when due.

2.4 Taxes. Fees are exclusive of taxes. Client is responsible for all sales, use, value-added, and similar taxes arising from the Services, excluding taxes on Legible’s income.

3. Term and Termination

3.1 Term. This Agreement applies to each SOW from that SOW’s effective date. Each SOW begins and ends according to its terms. This Agreement continues to govern each SOW until that SOW terminates or expires and all surviving obligations are satisfied.

3.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience on thirty (30) days’ prior written notice, unless the applicable SOW specifies a different notice period or minimum commitment. Termination of an SOW does not terminate this Agreement or any other SOW; termination of this Agreement terminates all then-active SOWs unless the Parties agree in writing that an SOW will continue under this Agreement’s surviving terms.

3.3 Termination for Cause. Either Party may terminate this Agreement or any SOW if the other Party materially breaches this Agreement or the SOW and fails to cure the breach within fifteen (15) days after written notice describing the breach. Either Party may terminate immediately on written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.

3.4 Effect of Termination. Upon termination or expiration of an SOW for any reason, Client will pay Legible for all Services performed and non-cancellable expenses incurred through the effective date of termination, including a pro-rata portion of any fixed or monthly fees for partially completed periods, and Client remains obligated for any fees the SOW designates as non-cancellable, non-refundable, earned on signing, or subject to a minimum commitment. Upon Client’s payment in full, Legible will deliver to Client all completed Deliverables and any work in progress intended to become a Deliverable under the terminated SOW, excluding Legible’s internal working materials and Background IP except to the extent embedded in a Deliverable under Section 5.3, and each Party will return or destroy the other Party’s Confidential Information as provided in Section 4.

3.5 Survival. Sections 2 (with respect to accrued payment obligations), 4, 5, 6, 7, 8, 9, 10, and 12, and any other provision that by its nature should survive, survive termination or expiration of this Agreement.

4. Confidentiality

4.1 Definition. “Confidential Information” means non-public information disclosed by or on behalf of a Party (“Discloser”) to the other Party (“Recipient”) in connection with this Agreement, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including business plans, financial information, client and personnel information, technical information, and the terms of any SOW. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient without restriction before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Recipient without use of the Discloser’s Confidential Information.

4.2 Obligations. The Recipient will: (a) use the Discloser’s Confidential Information solely to perform under or exercise its rights in this Agreement; (b) protect it using at least the same degree of care it uses for its own confidential information, and no less than reasonable care; and (c) not disclose it to any third party except to its employees, contractors, and professional advisors who have a need to know it for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section 4. The Recipient remains responsible for any breach of this Section 4 by anyone to whom it discloses Confidential Information.

4.3 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that (where legally permitted) it gives the Discloser prompt notice and reasonable cooperation to seek protective treatment, and discloses only the portion legally required.

4.4 Duration; Return. The obligations in this Section 4 continue for two (2) years after termination or expiration of this Agreement, except that obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law. Upon the Discloser’s written request, the Recipient will return or destroy the Discloser’s Confidential Information, except that the Recipient may retain copies in routine backups and as required by law or its bona fide document-retention policies, subject to this Section 4 for as long as retained.

4.5 Equitable Relief. Each Party acknowledges that breach of this Section 4 may cause irreparable harm for which monetary damages are inadequate, and the Discloser is entitled to seek injunctive relief in addition to any other remedies, without the requirement to post a bond.

5. Intellectual Property

5.1 Client Materials. Client retains all right, title, and interest in and to the materials, data, and information Client provides to Legible (“Client Materials”). Client grants Legible a limited, non-exclusive license to use Client Materials solely to perform the Services during the term of the applicable SOW.

5.2 Deliverables. “Deliverables” are the final, client-specific work products expressly identified as deliverables in an SOW, and do not include Background IP (as defined below) or working materials. Subject to Section 5.3 and conditioned on Client’s payment in full of all fees due under the applicable SOW, Legible assigns to Client all right, title, and interest in and to the Deliverables. To the extent any Deliverable qualifies as a “work made for hire” under applicable law, it is deemed a work made for hire for Client; to the extent it does not, the foregoing assignment applies. At Client’s reasonable request and expense, Legible will execute documents reasonably necessary to perfect Client’s ownership.

5.3 Legible Background IP. Legible retains all right, title, and interest in and to all intellectual property owned or developed by Legible before or independently of this Agreement, and all methodologies, frameworks, processes, workflows, templates, software, tools, prompts, generic configurations, training materials, enablement materials, and know-how used or developed by Legible in performing the Services that are of general applicability and do not incorporate Client’s Confidential Information (collectively, “Background IP”). To the extent any Background IP is incorporated into a Deliverable, Legible grants Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use that Background IP solely as embedded in the Deliverable and solely for the purposes described in the applicable SOW. No SOW assigns or transfers any Background IP to Client, and any SOW provision purporting to do so is effective only if it expressly references this Section 5.3. Nothing in this Agreement transfers ownership of any Background IP to Client.

5.4 Residual Knowledge. Nothing in this Agreement prevents Legible from using the general knowledge, skills, experience, ideas, concepts, and techniques retained in the unaided memory of its personnel as a result of performing the Services, provided that in doing so Legible does not disclose or use Client’s Confidential Information in breach of Section 4 or infringe Client’s intellectual property rights.

5.5 Third-Party Materials. If a Deliverable incorporates third-party or open-source materials, those materials are provided under, and Client’s use of them is governed by, their applicable license terms, which Legible will identify to Client on request.

6. Tools and Third-Party Services

6.1 Use of Tools. Client acknowledges that Legible uses third-party software and services in performing the Services, which may include artificial intelligence and machine-learning tools, and that Client Materials and Client Confidential Information may be processed through such tools. Legible will use only tools engaged under commercial terms that (a) impose confidentiality obligations on the provider and (b) do not permit the provider to use Client Materials or Client Confidential Information to train generally available machine-learning models. Legible remains fully responsible for its obligations under this Agreement, including Section 4, regardless of the tools it uses.

6.2 Restricted Data. Unless expressly approved in the applicable SOW, Client will not provide to Legible, or give Legible access to, any of the following (“Restricted Data”): protected health information subject to HIPAA; payment card or cardholder data subject to PCI-DSS; government-issued identification numbers; account credentials or authentication secrets; biometric identifiers; personal information of children; or other data subject to heightened regulatory or security requirements. Legible will not intentionally submit Restricted Data to any AI or machine-learning tool unless expressly permitted in the applicable SOW. If Client provides Restricted Data without such approval, Client does so at its own risk, Legible may delete it or return it to Client, and Legible has no additional contractual obligations specific to that data beyond Section 4, except to the extent required by applicable law. If an SOW identifies specific security requirements, restricted data categories, or prohibited tools, Legible will comply with those requirements for that SOW. Client remains responsible for not providing Legible with data that Client is not permitted to disclose.

6.3 Human Review. Legible is responsible for reviewing the Deliverables and for the professional judgment reflected in them, regardless of the tools used to produce them.

7. Representations, Warranties, and Disclaimers

7.1 Mutual. Each Party represents and warrants that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization; (b) it has the full power and authority to enter into and perform this Agreement; and (c) its performance under this Agreement will comply with applicable laws.

7.2 Legible Warranties. Legible warrants that: (a) the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; and (b) to Legible’s knowledge, the Deliverables as delivered (excluding Client Materials and third-party materials) will not infringe the intellectual property rights of any third party. For any breach of the warranty in clause (a), Client’s exclusive remedy and Legible’s entire liability is re-performance of the non-conforming Services or, if re-performance is not commercially practicable, a refund of the fees paid for the non-conforming Services, provided that Client notifies Legible in writing within thirty (30) days after performance of the Services in question.

7.3 No Professional Advice. The Services and Deliverables constitute business consulting and do not constitute legal, tax, accounting, investment, or other regulated professional advice, and Legible is not acting as a fiduciary. Client is responsible for its own business decisions and for obtaining advice from licensed professionals where appropriate.

7.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND LEGIBLE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES OR DELIVERABLES WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT.

8. Indemnification

8.1 By Legible. Legible will defend Client against any third-party claim alleging that a Deliverable, as delivered by Legible and used as permitted under this Agreement, infringes that third party’s intellectual property rights, and will indemnify Client for the damages, costs, and reasonable attorneys’ fees finally awarded against Client or agreed in settlement with respect to such claim. Legible has no obligation under this Section 8.1 to the extent a claim arises from: (a) Client Materials; (b) modification of a Deliverable by anyone other than Legible; (c) combination of a Deliverable with materials not provided by Legible, where the claim would not have arisen but for the combination; or (d) use of a Deliverable in violation of this Agreement. If a Deliverable is or is likely to become subject to an infringement claim, Legible may, at its option and expense, procure the right for Client to continue using it, modify or replace it to be non-infringing without materially reducing its functionality, or refund the fees paid for the affected Deliverable, in which case Client will cease use of the affected Deliverable and any license to Background IP embedded in it terminates.

8.2 By Client. Client will defend Legible against any third-party claim arising from: (a) Client Materials, including any claim that Client Materials infringe a third party’s rights or were provided to Legible in violation of law or of Client’s obligations to a third party; or (b) Client’s use of the Services or Deliverables in violation of this Agreement or applicable law, and will indemnify Legible for the damages, costs, and reasonable attorneys’ fees finally awarded against Legible or agreed in settlement with respect to such claim.

8.3 Procedure. The indemnified Party will give the indemnifying Party prompt written notice of any claim (provided that late notice relieves the indemnifying Party of its obligations only to the extent it is prejudiced), sole control of the defense and settlement of the claim (provided that any settlement that imposes obligations on the indemnified Party other than the payment of money fully covered by the indemnifying Party requires the indemnified Party’s prior written consent, not to be unreasonably withheld), and reasonable cooperation at the indemnifying Party’s expense.

9. Limitation of Liability

9.1 Exclusion of Certain Damages. NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL SOWS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO LEGIBLE UNDER THE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Exceptions. The exclusions and limitations in Sections 9.1 and 9.2 do not apply to: (a) Client’s obligation to pay fees and expenses due under this Agreement; or (b) a Party’s gross negligence, willful misconduct, or fraud. For clarity, each Party’s indemnification obligations under Section 8 and each Party’s obligations under Section 4 (Confidentiality) are subject to the exclusions and limitations in Sections 9.1 and 9.2; this does not limit either Party’s right to seek injunctive relief under Section 4.5. Nothing in this Agreement limits liability that cannot be limited under applicable law.

9.4 Allocation of Risk. The Parties acknowledge that the fees reflect the allocation of risk in this Section 9 and that Legible would not enter into this Agreement without these limitations.

10. Non-Solicitation

10.1 During the term of this Agreement and for twelve (12) months after its termination or expiration, neither Party will directly solicit for employment or engagement any employee or individual contractor of the other Party who was materially involved in the Services, without the other Party’s prior written consent. This restriction does not apply to hiring resulting from general solicitations, such as public job postings or recruiter searches, that are not targeted at the other Party’s personnel.

11. Insurance

11.1 Legible will maintain commercially reasonable insurance coverage appropriate to the Services during the term of this Agreement and will provide certificates of insurance on Client’s reasonable request. Any specific coverage types or limits required for an engagement will be stated in the applicable SOW.

12. General

12.1 Independent Contractor. Legible is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party may bind the other. Legible is solely responsible for its own taxes, withholdings, benefits, and insurance with respect to its personnel.

12.2 Publicity. Neither Party will use the other Party’s name, logo, or trademarks, or publicly describe the engagement, without the other Party’s prior written consent, except that Legible may identify Client by name as a client in Legible’s client lists and marketing materials unless Client withdraws consent in writing. Any use of the other Party’s logo, and any case study, testimonial, or detailed description of the work, requires the Parties’ prior written agreement, which may be set out in the applicable SOW.

12.3 Force Majeure. Neither Party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, labor disputes, governmental action, utility or internet failures, or failures of third-party providers, provided the affected Party gives prompt notice and uses reasonable efforts to resume performance. If a force majeure event continues for more than thirty (30) days, either Party may terminate the affected SOW on written notice.

12.4 Notices. Notices under this Agreement must be in writing and may be given by email. Notices to Client will be sent to the notice contact identified in the applicable SOW. Notices to Legible will be sent to support@legible.co. A notice sent by email is deemed given on the business day it is sent, provided the sender does not receive an automated delivery-failure response. Either Party may update its notice contact by notice given under this Section.

12.5 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, not to be unreasonably withheld, except that either Party may assign this Agreement without consent to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets or the business to which this Agreement relates, upon written notice. Any other purported assignment is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.

12.6 Governing Law; Venue. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California for any dispute arising out of or relating to this Agreement, and each Party waives any objection to that venue. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY SUCH DISPUTE.

12.7 Entire Agreement; Amendment; Waiver. This Agreement, together with all SOWs and change orders, is the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, written or oral, regarding that subject matter. This Agreement may be amended only in a writing signed by both Parties. A waiver is effective only if in writing and signed by the waiving Party, and no waiver of one breach is a waiver of any other breach.

12.8 Severability. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.

12.9 No Third-Party Beneficiaries. This Agreement is for the benefit of the Parties only and creates no rights in any third party.

12.10 Execution of SOWs. Each SOW may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument. Client’s execution of an SOW referencing this Agreement constitutes Client’s acceptance of this Agreement.